This is a legal agreement between you (“You, Your”) and Atlas Mapping Limited (CRN: 07476407) of 8a Cyrus Way, Cygnet Park, Hampton, Peterborough, PE7 8HP ("We, Our") which governs the terms on which we licence the Vision software (the “Software”) to you and your use of the software (the “Licence”). We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software.
IMPORTANT NOTICE: By clicking on the "Log in" button of the login page you agree to the terms of the licence which will then become binding on you. If you do not agree to these terms, you should not click "Log in" and you will not be able to use the software.
OPERATING SYSTEM REQUIREMENTS: The Software requires a standard web browser (such as Firefox, Microsoft Edge, Google Chrome or Safari) together with a working internet connection. Internet Explorer is not supported. Your browser should be updated to the latest version available.
- The terms of this Licence apply to the Software including any updates or supplements to the Software, unless they come with separate terms, in which case those terms apply.
- We may change these terms at any time by notifying you of a change when you next access the Software. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Software.
- By using the Software, you consent to us collecting and using technical information about how you use the Software and the devices you use in which to access the Software in order to improve our products and to provide any services to you.
- The Software may contain links to other independent third-party websites ("Third-party Sites"). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
Grant and scope of licence
- You acknowledge and agree that we may at any time update or amend aspects of the functionality of the Software at our sole discretion upon providing you with reasonable notice of our intention to do so.
Except as expressly set out in this licence or as permitted by any local law, you agree:
- not to copy the Software (or any part thereof);
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
- not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the Software with another software program;
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any software that is substantially similar to the Software; and
- not to provide or otherwise make available the Software in whole or in part, in any form to any person without prior written consent from us
together "Licence restrictions"
Acceptable use restrictions
- not use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this licence, or act fraudulently or maliciously, for example, by harmful data, into the Software;
- not infringe our intellectual property rights or those of any third party in relation to your use of the Software;
- not share or disclose your login account details to any third party and must use your best endeavours to keep this information secure and confidential at all times;
- not use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- not collect or harvest any information or data from any service or our systems or attempt to decipher any transmissions to or from the servers running any service.
together "Acceptable Use Restrictions"
Access to the Software
We shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, during the term of this Licence except for:
- planned maintenance, performed during maintenance windows outside of our normal business hours and notified to you in advance; and
- unscheduled maintenance, performed by us during normal business hours if we deem such maintenance to be reasonably necessary, provided that we have used reasonable endeavours to give you at least 4 normal business hours' notice in advance
Intellectual property rights
- You acknowledge that all intellectual property rights in the Software, are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this licence.
- You acknowledge that you have no right to have access to the Software or any part of it in source-code form.
Fees and Fee Renewal
- Each organisation shall have an administrative user responsible for the payment of all licence fees relevant for their organisation. Unless otherwise agreed to by us, each organisation shall pay the licence fee (relevant to the subscription model and functionality packs selected for that organisation) on a monthly basis with the subscription automatically renewing on a rolling monthly basis (unless and until terminated earlier in accordance with these terms).
If we have not received payment within 7 days after the due date, and without prejudice to any other rights and remedies available to us:
- we may, without liability to you, disable the account of your organisation while the invoice(s) concerned remain unpaid; and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
- In circumstances where you may be using the Software via any form of promotional or free trial granted by us, you shall (for the avoidance of doubt) remain at all times bound by these terms.
- You shall be able to receive technical support and assistance in your use of the Software via our online help centre which contains a number of useful articles and videos to assist you in your use of the Software together with an issue reporting function.
- You acknowledge that the level and type of support and assistance will vary depending on the subscription model which your organisation has purchased. Certain subscription models shall entitle users to a telephone support helpline during the normal business hours of 8:30am to 5:30pm local UK time during Monday to Friday except public holidays in England.
- We shall use our reasonable endeavours to release any patches or bug fixes for the Software. Any repairs that we undertake are at our sole discretion and may be dependent upon you making available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
- We make no warranty that the operation of the Software will be uninterrupted or that the Software will be error free or as to the results that may be obtained from use of the Software.
Limitation of liability
- You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meets your requirements. We do not warrant that the use of the Software will be uninterrupted or error-free.
- We only supply the Software for your use. You agree not to use the Software for any resale purposes.
We shall not in any circumstances have any liability for any losses or damages which may be suffered by you, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
- loss of business or loss of profits;
- business interruption or loss of business opportunity;
- loss of goodwill;
- the accuracy of the data which you access via the Software; and
- loss or corruption of data.
- Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the equivalent of one month’s licence fee paid by you. This does not apply to the types of loss set out in condition 9.6.
- You agree that in entering into this licence, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence or (if you did rely on any representations, whether written or oral, not expressly set out in this Licence) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence
The exclusions in clause 9.3 shall apply to the fullest extent permissible at law, but nothing in this licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation; and
- any other liability that cannot be excluded or limited by English law.
- Pursuant to clause 4.1.3 above, you acknowledge and agree that you remain responsible for all consequences arising from the use or misuse of your account login details. In particular, you acknowledge and agree that instructions and actions transmitted via the Software will be deemed to have originated from you if your username and password has been utilised. If you know or suspect that someone else knows your username and password you agree to notify us immediately.
Termination and Suspension
We may terminate this licence immediately by written notice to you:
- if you commit a material breach of this Licence;
- if you commit a persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and
- if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
On termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must immediately cease all activities authorised by this Licence; and
- cease and refrain from any use of the Software.
- We may suspend your access to the Software at any time and without notice to you in circumstances where you are in default of payment of any licence fee owed to us or where we need to carry out an investigation where we believe that you may have breached the terms of this Licence.
- We will not provide any refund upon termination for any remaining prepaid period of a subscription.
Public and Private Data
You will be able to use both public data and private data sets with our Software:
- Private data sets are those which are imported to the Software by you (or by us acting on your behalf) (“Private Data”);
- Public data sets are those which we have acquired (often under a license and which may include open source data) and which are made available to you via the Software as ‘Data Packs’ (“Public Data”).
- You acknowledge that the type and extent of Public Data to which you may have access will be dependent on the subscription model held by your organisation.
- You shall own all right, title and interest in and to all of the Private Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Private Data.
- Whilst we shall use commercial reasonable endeavours to ensure that the Public Data we use and make available to you is error free and sourced from what we believe to be reputable sources, you acknowledge that we make no warranties or representations as to the accuracy of any Public Data and shall in no way be responsible for any losses (including loss of profit, loss of reputation and loss of data), costs, damages, charges or expenses arising out of your use of Public Data via the Software.
- We reserve the right to update or amend the contents of, limitations of, or even to remove certain data packs at our sole discretion upon providing you with reasonable notice of our intention to do so.
- You will have the ability to generate reports via the Software utilising any data sets to which your organisation’s subscription model allows access.
- You will have the ability to share reports that you generate (in accordance with the terms of this Agreement) with invited users using the Report Viewer functionality.
- We reserve the right (at our absolute discretion) to limit or cease access to the reports shared via the Report Viewer.
Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this licence that is caused by any act or event beyond our reasonable control, including in circumstances where there has been a failure of public telecommunications networks ("Event Outside Our Control").
If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
- our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this licence may be performed despite the Event Outside Our Control.
Google Terms of Service
Please note that the Software utilises Google Maps/Google Earth application programming interfaces. As such you should be aware that in using the Software you will also be bound by the following additional terms:
- Google Maps/Google Earth Additional Terms of Service
In this clause the following definitions apply
Controller: the person or people who, or organisation, which determines the purposes for which, and the manner in which, any Personal Data is processed.
Data Protection Law: means (a) prior to 25 May 2018, the Data Protection Act 1998; (b) from 25 May 2018, the GDPR and any legislation which amends, re-enacts or replaces it in England and Wales; and (c) at all times, any other data protection laws and regulations applicable in England and Wales.
Data Subject: an individual who is the subject of Personal Data.
GDPR: General Data Protection Regulation (EU 2016/679).
Personal Data: any information relating to an identifiable natural person who can be directly or indirectly identified in particular by reference to an identifier and in these Licence terms shall relate only to such Personal Data which you upload to the Software and of which you are the Controller and which we are processing on your behalf.
Processor: any person or organisation that is not a data user that processes personal data on our behalf and on our instructions.
Process: has the meaning set out in article 4(2) of the GDPR (and Processing shall be construed accordingly).
- Through your use of the Software we may handle and process Personal Data on your behalf which you upload to the Software. You agree that, for the purpose of Data Protection Law you are the Controller and we are a Processor.
- We shall Process the Personal Data in compliance with Data Protection Law and only in accordance with your instructions (except where required to do otherwise by law).
We shall take such technical and organisational steps as reasonably necessary to ensure a level of security as may be appropriate to guard against loss or destruction of or damage to Personal Data or unauthorised or unlawful Processing. In determining the technical and organisation steps are appropriate, proper regard shall be had to:
- the state of technological development;
- the cost of implementing any measures and the resources available to us;
- the nature, scope, context and purposes of Processing; and
- the risk of varying likelihood and severity for the rights and freedoms of natural persons.
- We shall take reasonable steps to ensure that any person authorised by us to Process Personal Data is bound to keep the Personal Data confidential.
- We shall provide reasonable assistance to you in responding to requests from Data Subjects exercising their rights under the GDPR upon reasonable notice from you.
- We shall, upon reasonable request and upon reasonable written notice, provide you with assistance with any data protection impact assessments. Any written request for information or assistance by you must sufficiently specify the information or assistance required.
- We shall allow you to conduct necessary inspections for the purposes of ensuring our compliance with Data Protection Laws at reasonable times and only after you have given us reasonable written notice. We shall be entitled to determine the date and time of any inspection requested by you.
- We agree to notify you without undue delay after we become aware of a data breach or breach of Data Protection Law in respect of the Personal Data.
- You acknowledge that you are solely responsible for notifying the relevant supervisory authority and the Data Subject(s) of any suspected data breach of breach of Data Protection Law in respect of the Personal Data. Consequently, you agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection to any failure by you to notify the relevant supervisory authority or the Data Subject of a breach of Data Protection Law in respect of the Personal Data.
- You authorise us to appoint third-party sub-contractors and sub-processors (such as Google) to Process the Personal Data.
- You warrant to us that you will Process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments and that you have sought all necessary consents of the Data Subjects under Data Protection Law, including the GDPR, to entitle us to legally Process the Personal Data as Processor for you.
- You acknowledge that we are reliant on you for direction as to the extent to which we entitled to process the Personal Data. Consequently, you indemnify us against any claim brought by a Data Subject arising from any action or omission by you, to the extent that such action or omission resulted directly or indirectly from your instructions.
- We may terminate the Licence with immediate effect by serving written notice if you fail to comply with Data Protection Law.
Upon termination of the Licence (for any reason), you shall immediately notify us whether you require:
- us to return all the Personal Data (at your expense) within 30 days of termination of the Licence; or
- us to delete all the Personal Data as soon as reasonably practicable.
- We shall not be required to delete any Personal Data which we are required to retain under laws, enactments, regulations, orders, standards and other similar instruments.
- Our total liability arising under or in connection with its obligations under this clause, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the aggregate sum of the licence fees incurred by you in the prior 12 months.
Other important terms
- We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this licence.
- If you wish to transfer your rights or obligations under this Licence to another person we would ask that you give us prior notice so that we can provide you with our consent. We agree to not unreasonably withhold our consent.
- If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- Please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.